2003-08-14_REVISION - M2001090 (2)

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A>z~µ~ A - I Pa~-- applicable permitting authority and Seller agrees to join in the amended applications so long as they are generally consistent with the applications made under the Prior Lease. Purchaser shall pay all costs associated with obtaining the Required Permits. Seller will support Purchaser's efforts to obtain the Required Permits in all respects and will appear at any hearing on the Required Permits or any other permits or authorizations if Purchaser so requests. The purchase and sale of the Subject Property shall be closed within sixty (60) days after Permit Approval. If any Required Permit is denied (or is granted only on conditions that in Purchaser's sole good faith determination are unacceptable for its operations), Purchaser may terminate this Agreement by notice to Seller. Upon such termination, neither party shall have any further obligation to the other, except that Purchaser shall supply Seller with an appropriate release if so requested. 5.2 tti ation Contin enc The Subject Property is presently the subject of a decree captioned "Findings of Fact, Conclusions of Law and Order" entered February 26, 2002, nunc pro runt, December 14, 2001, in Halsnes v. More Family Ranches. LLC, Case No. O1CV32, Routt County District Court (the "District Court Order"). Both parties to the action have filed notices of appeal, docketed as Case No. 02 CA733 at the Colorado Court of Appeals (the "Appeal"). The District Court Order and the Appeal are collectively referred to as "the Litigation." The Litigation constitutes a cloud on Seller's title and on Purchaser's rights under this Agreement. Accordingly, the obligation of Purchaser and Seiler to proceed to Closing is also expressly conditioned upon the following: (a) Purchaser reaching an agreement with Jarle Halsnes ("Halsnes") that, in Purchaser's reasonable opinion, resolves any conflicting claim of Halsnes to Purchaser's title to the Subject Property upon Closing. This Purchase and Sale is specifically contingent upon the Seller and Halsnes mutually agreeing upon a form of Option acceptable to both and in the event Seller and Halsnes are unable to agree upon the same, this Purchase and Sale Agreement shall be terminable by either party. In this regard, Seller and Purchaser each recognize that Purchaser may grant Halsnes certain rights to acquire the Subject Property other than rights to mine the property. Such agreement will expressly require Halsnes to consent to and, if requested, join in any applications or proceedings for the Required Permits on behalf of Purchaser. Purchaser will use commercially reasonable efforts to secure in such an agreement an express recognition of the Reserved Easements and in no event will Purchaser waive or release rights Seller and such owners may now have for access across the Subject Property. (b) Seller and Halsnes entering into a settlement agreement that will contain at least the following terms: (A)Dismissal with prejudice of the Appeal; (B) Vacation of the District Court Order; and